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Alphabet Inc. Commences Exchange Offers for Google Notes

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Alphabet Inc. Commences Exchange Offers for Google Notes Alphabet Inc. Commences Exchange Offers for Google Notes MOUNTAIN VIEW, Calif. – March 29, 2016 – Alphabet Inc. (“Alphabet”) (NASDAQ: GOOG, GOOGL) announced today that it has commenced offers to exchange any and all validly tendered and accepted notes of the following series issued by Google Inc. (“Google”), its wholly-owned subsidiary, for new notes to be issued by Alphabet as described in the table below. A Registration Statement on Form S-4/A (the “Registration Statement”) relating to the issuance of the Alphabet Notes (as defined below) was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2016 but has not yet been declared effective. Series of Notes Issued by Google to be Aggregate Series of Notes to Exchanged Principal be Issued by Alphabet Early Total (Collectively, the Amount (Collectively, the Exchange Participation Consideration CUSIP No. “Google Notes”) ($mm) “Alphabet Notes”) Consideration (1)(2) Premium(1)(2) (1)(2)(3) Alphabet Notes Alphabet Notes Alphabet Notes (principal (principal (principal amount) Cash amount) amount) Cash 38259P AB8 3.625% Notes due 2021 $ 1,000 3.625% Notes due 2021 $ 970 $ 2.50 $ 30 $ 1,000 $ 2.50 38259P AD4 3.375% Notes due 2024 $ 1,000 3.375% Notes due 2024 $ 970 $ 2.50 $ 30 $ 1,000 $ 2.50 (1) Consideration per $1,000 principal amount of Google Notes validly tendered and accepted for exchange, subject to any rounding as described in the Prospectus (as defined herein). (2) The term “Alphabet Notes” in this press release refers, in each case, to the series of Alphabet Notes corresponding to the series of Google Notes of like tenor and coupon. (3) Includes the Early Participation Premium payable for Google Notes validly tendered prior to the Early Consent Date described below and not validly withdrawn. In connection with the exchange offers, Google is also soliciting consents from holders of the Google Notes to amend (the “Proposed Amendments”) the indenture governing the Google Notes (the “Google Indenture”) and the Google Notes to eliminate substantially all of the restrictive covenants in the Google Indenture, including the merger covenant and the reporting covenant, and make certain conforming changes to the Google Indenture to reflect the Proposed Amendments. If the Proposed Amendments are adopted, the Google Notes will be governed by the Google Indenture, as amended by the Proposed Amendments, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those terms and protections currently in the Google Indenture or applicable to the Alphabet Notes. In order for the Proposed Amendments to the Google Indenture to be adopted with respect to a series of Google Notes, holders of a majority in aggregate principal amount of the outstanding Google Notes of such series must consent to them, and those consents must be received and not withdrawn prior to the Expiration Date for the exchange offer relating to such series. The exchange offers and consent solicitations for each series of the Google Notes (together, the “Exchange Offers”) will expire at 11:59 p.m., New York City time, on April 25, 2016, unless extended (the “Expiration Date”). Upon the terms and subject to the conditions of the Exchange Offers set forth in the Prospectus and Letter of Transmittal (as defined below), in exchange for each $1,000 principal amount of Google Notes that is validly tendered prior to 5:00 p.m., New York City time, on April 11, 2016, unless extended (the “Early Consent Date”) and not validly withdrawn, holders will be eligible to receive the total exchange consideration set out in the table above (the “Total Consideration”), which consists of $1,000 principal amount of Alphabet Notes of the applicable series and a cash amount of $2.50. The Total Consideration includes the early participation premium set out in the table above (the “Early Participation Premium”), which consists of $30 principal amount of Alphabet Notes of the applicable series. Upon the terms and subject to the conditions of the Exchange Offers set forth in the Prospectus and Letter of Transmittal, in exchange for each $1,000 principal amount of Google Notes that is validly tendered after the Early Consent Date but prior to the Expiration Date, and not validly withdrawn, holders will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of Alphabet Notes of the applicable series and a cash amount of $2.50. Each Alphabet Note will accrue interest at the same annual interest rate, have the same interest payment dates, same redemption terms and same maturity date as the Google Note for which it is exchanged. The Alphabet Notes will be unsecured general obligations of Alphabet and will rank equally with all other unsecured and unsubordinated indebtedness of Alphabet from time to time outstanding. The Alphabet Notes offered will also be structurally subordinated to all existing and future liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. The Dealer Managers for the exchange offers and the consent solicitations are: Lead Dealer Manager Morgan Stanley & Co. LLC 1585 Broadway, 4th Floor New York, New York 10036 Attention: Liability Management Group (800) 624-1808 (toll-free) (212) 761-1057 (collect) Co-Dealer Managers Merrill Lynch, Pierce, Fenner & Smith Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC Incorporated 390 Greenwich Street, 1st Floor 383 Madison Avenue 550 South Tryon Street, 5th 214 North Tryon Street, 21st Floor New York, New York 10013 New York, New York 10179 Floor Charlotte, North Carolina 28255 Attention: Liability Attention: Liability Charlotte, North Carolina 28202 Attention: Liability Management Group Management Group Attention: Liability Management Group (212) 723-6106 (collect) (212) 834-3424 (collect) Management Group (980) 387-3907 (collect) (800) 558-3745 (toll-free) (866) 834-4666 (toll-free) (704) 410-4760 (collect) (888) 292-0070 (toll-free) (866) 309-6316 (toll-free) 2 The Exchange Agent for the Exchange Offers and the Consent Solicitations is: D.F. King & Co., Inc. By Facsimile (Eligible Institutions Only): By Mail or Hand: (212) 709-3328 48 Wall Street, 22nd Floor Attention: Krystal Scrudato New York, New York 10005 For Information or Confirmation by Telephone: Attention: Krystal Scrudato (212) 493-6940 The Information Agent for the Exchange Offers and the Consent Solicitations is: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others, Please Call Toll Free: (877) 732-3617 Email: [email protected] The Exchange Offers are being made upon the terms and subject to the conditions set forth in Alphabet's preliminary prospectus, dated as of March 29, 2016 (the “Prospectus”), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the “Letter of Transmittal”). Tendered Google Notes may be validly withdrawn, and related consents may be revoked, at any time prior to the Expiration Date and Alphabet may withdraw, amend, or, if a condition to the exchange offer is not satisfied or, where permitted, waived, terminate the Exchange Offers and consent solicitations, subject to applicable law. Requests for documents may be directed to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, or by telephone for banks and brokers collect at (212) 269-5550, all others toll-free at (877) 732-3617. The consummation of the Exchange Offers is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the Prospectus, including, among other things, the receipt of valid consents to the Proposed Amendments from the holders of a majority of the outstanding aggregate principal amount of each series of Google Notes and the Registration Statement having been declared effective by the SEC. This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made only pursuant to the terms of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the Alphabet Notes has been filed with the SEC but has not yet become effective. The Alphabet Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC. About Alphabet Inc. Larry Page and Sergey Brin founded Google in September 1998. Since then, the company has grown to more than 60,000 employees worldwide, with a wide range of popular products and platforms like Search, Maps, 3 Ads, Gmail, Android, Chrome, and YouTube. In October 2015, Alphabet became the parent holding company of Google. Contact Investor Relations [email protected] 4 .
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